Terms and Conditions

The terms and conditions for the sale of the goods and the provision of services (collectively the “Goods”) stated herein constitute the entire agreement between SupplyBox.com (“Seller”) and the purchaser of the Goods (“Buyer”) and shall govern the sale of Goods. These terms and conditions shall take precedence over any terms or conditions which may appear on Buyer’s purchase order form, confirmation or other documents sent by Buyer (whether before or after the date hereof) and no provision, term or condition thereof, except as expressly stated herein, shall be binding on Seller. No change or modification to these terms and conditions shall be binding upon Seller unless the change or modification is in writing and signed by a duly authorized officer or representative of Buyer and Seller. Seller’s acceptance of Buyer’s order is expressly made conditional on Buyer’s ascent to these terms and conditions. Seller hereby specifically rejects any such term or condition of any order, confirmation or other documents sent by Buyer (whether before or after the date hereof) and Buyer agrees that any such terms and conditions shall not be part of this agreement unless in writing and signed by an authorized officer of Seller after the date hereof. Seller may update or replace its terms and conditions from time to time, and Seller’s revised terms and conditions shall be applicable to future agreements when made available to Buyer.

1. Price. Prices are subject to change by Seller without notice. Increases in labor, freight, and material costs before completion of contract or other agreement, plus applicable overhead, may be invoiced to Buyer.

2. Payment Terms. Payments are net thirty (30) days from the date of invoice (unless the invoice specifies otherwise). Late payments are subject to a charge of 1.5% per month.

3. Credit Terms. All orders and shipments are subject to the approval of Seller’s credit department. Seller reserves the right to decline to accept an order, to ship Goods if there is doubt as to Buyer’s willingness or ability to timely pay for the Goods.

4. Pricing and Taxes. Buyer is responsible for payment of all taxes (excluding taxes imposed on Seller’s net income), excises or other charges that Seller may be required to pay to any taxing authority upon the performance, sale, production, transportation, installation or use of the Goods. If Buyer claims a sales tax exemption, Buyer must provide Seller with a properly executed exemption certificate with its purchase order. Unless a tax exemption certificate is provided, all invoices will include charges for taxes due. Please provide a copy of any tax exemption certificate to Seller at 435 Calvert Drive, Gallatin, Tennessee 37066-5448, Attention: Accounting Department. Any such tax exemption certificate shall be a part of each applicable transaction Buyer may hereafter have with Seller, unless otherwise specified, and shall be valid until canceled by Buyer in writing or revoked by any taxing authority. If Seller does not collect any federal, state or local taxes and is later asked by or required to pay such to any taxing authority, Buyer will make such payment to Seller, or, if requested by Seller, directly to such taxing authority.

5. DISCLAIMER OF WARRANTIES. SELLER MAKES NO REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AND TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

6. Limitation of Liability. In no event shall Seller be liable for any special, punitive, consequential, or incidental loss or damages in connection with the sale, shipment, delivery, installation, or use of the Goods and Buyer agrees to defend, indemnify and hold harmless Seller, its officers, directors and employees, from all claims for bodily injury, death and property damage that may arise out of or in connection with the sale, shipment, delivery, installation, or use of the Goods, including reasonable attorneys’ fees, costs and expenses, caused in whole or in part by the negligent acts or omissions of Buyer or its employees or consultants. Furthermore, Seller shall have no liability for claims based on (i) Goods that have been modified, (ii) anything incorporated into the Goods or (iii) the combination, operation or use of Goods with any products, goods, programs or apparatus not provided by Seller. Seller’s liability for any claim of any kind, whether based on breach of contract, negligence, breach of warranty, strict liability or otherwise, for any loss or damage resulting from, arising out of or connected with any contract arising hereunder, or from the performance or breach thereof, or from the manufacture, sale, delivery, resale, repair or use of any Goods covered by or furnished hereunder, shall in no case exceed the purchase price paid by Buyer with respect to the Goods that give rise to the claim.

7. Force Majeure. No liability shall result from delay in performance or nonperformance, directly or indirectly caused by circumstances beyond the control of the party affected, including, but not limited to, acts of God, fire, explosion, flood, war, act of or authorized by any government, accident, labor trouble or shortage, inability to obtain material, equipment or transportation, failure of usual source of supply, or failure of usual transportation mode. If any purchase order is a requirements contract and for any reason, including, but not limited to Force Majeure, Seller is unable to supply the total demand for Goods specified in such order, Seller may distribute its available supply of such Goods among any or all of its purchasers, as well as departments and divisions of Seller, on such basis as it may deem fair and practical without liability to Buyer for any failure of performance which may result therefrom.

8. Shipment, Delivery and Risk of Loss. All shipment and delivery dates are approximate estimations and Seller shall not be responsible for any damages or costs of any kind related to Buyer’s reliance on or resulting from a change in any particular shipment date or delivery delay. Seller is not required to deliver any Goods for which Buyer has not given shipping instructions. Delivery shall be FOB point of origin unless, otherwise specified by Seller. As a result, risk of loss, injury or destruction of the Goods shall be borne by Buyer at all times from the time the Goods are placed in the hands of the carrier by Seller (or the manufacturer of the Goods), and any such loss, injury or destruction shall not release Buyer from any obligation under this agreement.

9. Advice and Assistance. Seller assumes no obligation or liability for any advice or assistance given regarding the Goods or results obtained therefrom.

10. Artwork and Material Machine Specifications. In no event shall Seller be liable for any claims or liabilities arising out of or in connection with the product or machine specifications furnished or approved by Buyer, including, without limitation, any claims arising out of Buyer’s choice of artwork or colors and any claims in connection with size, thickness, design or other specification.

11. ESTIMATED CYCLE AND PRODUCTION RATES. SELLER DOES NOT WARRANT THAT ANY MACHINE OR SYSTEM WILL PERFORM AT ANY LEVEL OR RATE. ANY ESTIMATED CYCLE AND PRODUCTION PERFORMANCE OR RATES WHETHER PROVIDED BY A MANUFACTURER OR SELLER ARE OFFERED ONLY FOR DEMONSTRATIVE PURPOSES AND NO PRODUCT COMES WITH A “PERFORMANCE WARRANTY” OR A WARRANTY OF RESULTS. THE ACTUAL CYCLE AND PRODUCTION RATES ATTAINED BY BUYER WILL VARY AND MAY BE LESS THAN THOSE ATTAINED WITH OTHER MACHINES OR SYSTEMS, OR ESTIMATED DURING ANY DESIGN PHASE.

12. Remedies. In the event of a breach by Buyer, Seller may recover, in addition to remedies in the Tennessee Uniform Commercial Code, all costs and expenses incurred in attempting to remedy such breach, including without limitation, reasonable attorneys’ fees. Seller may choose between remedies, raise only specific remedies, or raise all remedies. Failure to raise a remedy or claim is not a waiver of such remedy or claim. All rights of Seller hereunder are cumulative.

13. Transfer of Title. Seller and Buyer agree that title in and to the Goods shall remain with Seller until the full purchase price shall be paid by Buyer. Default by Buyer in any of the terms set forth in this agreement shall give Seller the right to take immediate and unconditional possession of the Goods. Until payment in full, the property shall remain personal property, regardless of its method or mode of attachment to realty, if any. Buyer shall not (i) directly or indirectly do anything that is inconsistent with Seller’s ownership, (ii) sell, assign, or encumber the Goods, (iii) claim any lien on or against the Goods, or (iv) transfer the Goods to another location without Seller’s consent.

14. Security Interest. As a precaution in the event any entity were to assert or a court were to hold that Buyer had an interest in the Goods before Buyer pays the full purchase price, Buyer hereby grants Seller a purchase money security interest in the Goods. This grant of purchase money security interest is made to secure payment of all debts and liabilities of Buyer to Seller, whether now or hereafter existing. Buyer hereby authorizes Seller to file with the appropriate authorities any financing statement or other document or instrument required to perfect or preserve Seller’s security interest. Buyer hereby agrees to cooperate with Seller’s reasonable requests in order to perfect or preserve such security interest, including without limitation, signing any document or instrument Seller deems necessary to perfect or preserve such security interest.

15. Cancellation. Order(s) of Goods accepted by Seller cannot be canceled or modified by Buyer without the express written agreement of Seller. All amounts paid are nonrefundable.

16. Inspection; Acceptance. Should Buyer fail to provide Seller written notice of its acceptance or rejection within three (3) business days of receipt, then the Goods shall be deemed to have been accepted by Buyer. Any notice of rejection shall be in writing and specify in reasonable detail the reasons for rejecting the Goods.

17. Substitute Goods and Specifications. Seller shall not be liable to Buyer if for any reason Seller is unable to supply any Goods ordered by Buyer. Seller shall have the right to make substitutions and modifications of the specifications of the Goods ordered by Buyer, provided that such substitutions or modifications will not materially affect the overall performance of the Goods or the type of Goods ordered by Buyer. Product specifications whether provided by Seller or manufacturer are provided solely for Buyer’s convenience, and Seller does not provide any warranty or guaranty of the specifications of any Goods.

18. Assignment. This agreement is not assignable without Seller’s prior written consent.

19. General. These terms and conditions and any contract resulting from their acceptance shall be construed in accordance with the laws of the State of Tennessee (excluding conflicts of laws provisions), including the Uniform Commercial Code as in effect from time to time, T.C.A. § § 47-1-101, et seq., and all definitions contained therein. With respect to any claim arising out of these terms and conditions, the Goods, or any contract, each party irrevocably submits to the exclusive jurisdiction of the courts of the State of Tennessee and the United States District Court located in Sumner County, Tennessee, and each party irrevocably waives any objection which it may have at any time to the laying of venue of any suit, action or proceeding arising out of or relating hereto brought in any such court, irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum and further irrevocably waives the right to object, with respect to such claim, suit, action or proceeding brought in any such court, that such court does not have jurisdiction over such party, provided that service of process has been made by any lawful means. Any clerical errors are subject to correction. No agent, salesman, or other party is authorized to bind Seller to any agreement, warranty, statement, promise or understanding not herein expressed. If any provision of this agreement is or becomes void or unenforceable by force or operation of law, such provision shall be reformed as to meet the substantial intent of the parties, and each other provision shall remain valid and enforceable.